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RAMELIUS RESOURCES LIMITED Major Shareholding Notification 2020

Mar 3, 2020

65718_rns_2020-03-03_2b0737e6-81f6-420d-95ae-edc21235485c.pdf

Major Shareholding Notification

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604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Spectrum Metals Limited ( Spectrum ) ACN/ARSN 115 770 226

1. Details of substantial holder(1)

Ramelius Resources Limited ( Ramelius ) and each of the other entities listed in Ramelius’ 2019 Annual Report on Name page 98 (as updated from time to time and available on request) (the Ramelius Group Entities ). ACN/ARSN (if applicable) 001 717 540 There was a change in the interests of the 03 /03/ substantial holder on 2020 The previous notice was given to the company on 28/02/20 The previous notice was dated 28/02/20

2. Previous and present voting power

Class of securities (4) Previous notice Previous notice Present notice Present notice
Person’s votes Voting power (5) Person’s votes Voting power (5)
Fully paid ordinary shares 68,541,238 4.88% 189,450,329 13.48%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of
change
Person whose
relevant interest
changed
Nature of change (6) Consideration given in relation
to change (7)
Class and
number of
securities
affected
Person’s votes
affected
03/03/20 Ramelius and
each Ramelius
Group Entity
Acquisition of relevant
interests in ordinary shares
in Spectrum as a result of
acceptances of the takeover
offers made pursuant to the
bidder’s statement dated 25
February 2020 and any
replacements or
supplements toit (Offer).
1 fully paid ordinary share in
Ramelius for every 10 fully
paid ordinary shares in
Spectrum and $0.017 cash per
Spectrum share, subject to the
terms and conditions of the
Offer
120,909,091
fully paid
ordinary shares
120,909,091

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant
interest
Registered
holder of
securities
Person entitled to be
registered as holder
(8)
Nature of relevant interest (6) Class and
number of
securities
Person’s votes
Mt Magnet
Gold Pty Ltd
Mt Magnet
Gold Pty Ltd
Mt Magnet Gold Pty
Ltd
Relevant interest under section 608(1)
of the Corporations Act
48,291,238
fully paid
ordinary
shares
3.44%
Mt Magnet
Gold Pty Ltd
Statton
Nominees Pty
Ltd
Mt Magnet Gold Pty
Ltd
Relevant interest under section 608(1)
of the Corporations Act
20,250,000,
fully paid
ordinary
shares
1.44%
Ramelius
and each
Ramelius
Group Entity
(except for
Mt Magnet
Gold Pty
Ltd)
Mt Magnet
Gold Pty Ltd
Mt Magnet Gold Pty
Ltd
Relevant interest under section
608(3)(b) of the Corporations Act, by
reason of Ramelius having control of
Mt Magnet
48,291,238
fully paid
ordinary
shares
3.44%
Ramelius
and each
Ramelius
Group Entity
(except for
Mt Magnet
Gold Pty
Ltd)
Statton
Nominees Pty
Ltd
Mt Magnet Gold Pty
Ltd
Relevant interest under section
608(3)(b) of the Corporations Act, by
reason of Ramelius having control of
Mt Magnet
20,250,000,
fully paid
ordinary
shares
1.44%
Mt Magnet
Gold Pty Ltd
Spectrum
shareholders
to whom the
Offer was
made and who
have accepted
the Offer
Subject to the terms of
the Offer, Mt Magnet
Gold Pty Ltd
Relevant Interest under s608(1) and/or
s608(8) of the Corporations Act
pursuant to the acceptances of the
Offer.
The shares which are the subject of
the acceptances have not yet been
transferred into the name of Mt
Magnet Gold Pty Ltd.
The power of Mt Magnet Gold Pty Ltd
to vote or dispose of the shares that
are the subject of the acceptances of
the Offer is qualified since the Offer
has not been declared unconditional
and
My Magnet Gold Pty Ltd is not
presently registered as the holder of
the shares.
120,909,091
fully paid
ordinary
shares
8.60%
Each of the
Ramelius
Group
Entities
(other than
Mt Magnet
Gold Pty
Ltd)
Spectrum
shareholders
to whom the
Offer was
made and who
have accepted
the Offer
Subject to the terms of
the Offer, Mt Magnet
Gold Pty Ltd
Relevant interest in the ordinary
shares referred to above under
s608(3)(b) of the Corporations Act, by
reason of Ramelius having control of
Mt Magnet
120,909,091
fully paid
ordinary
shares
8.60%

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

604page2/2 15 July2001 604page2/2 15 July2001 604page2/2 15 July2001 604page2/2 15 July2001
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial
holder in relation to voting interests in the company or scheme are as follows:
Name andACN/ARSN(ifapplicable)
Nature ofassociation
Each of the Ramelius Group Entities
Each of the Ramelius Group Entities is a body corporate that is
controlled by Ramelius
6. Addresses
The addresses of persons named in this form are as follows:
Name
Address
Ramelius and each of the Ramelius
GroupEntities
Level 1, 130 Royal Street, East Perth WA 6004
Spectrum Limited
Suite 2/827 Beaufort Street, Inglewood WA 6052
Name Address
Ramelius and each
GroupEntities
of the Ramelius Level 1, 130 Royal Street, East Perth WA 6004
Spectrum Limited Suite 2/827 Beaufort Street, Inglewood WA 6052
Signature
print name
sign here
(1)
If there are a number of substan
manager and trustee of an equit
are essentially similar, they may
names and addresses of memb
(2)
See the definition of “associate”
Richard Jones
Capacity: Company Secretary
date 04/03/2020
DIRECTIONS
tial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
y trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons
be referred to throughout the form as a specifically named group if the membership of each group, with the
ers is clearly set out in paragraph 6 of the form.
in section 9 of the Corporations Act 2001.
  • (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

  • (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

  • (8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.

  • (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.